Terms & Conditions
CONDITIONS OF SALE – OMORI MACHINERY UK LTD
ACCEPTANCE. Contracts and Orders are only accepted subject to these Conditions of Sale, acceptance of which must be unqualified. If any qualification or variation is made by the Buyer it shall not form part of the Contract unless expressly agreed to in writing by a Director of the Company. Furthermore, these Conditions of Sale over-ride all clauses with a contrary intention whether printed or not, which may be proposed by the Buyer, unless expressly accepted by the Company.
COVID-19
1. Any and all delivery terms and/or times or performance periods, including any milestones, agreed upon between Parties, indicated by Omori Machinery UK Ltd or requested by the Customer or the End-Customer, may be unilaterally suspended by a notification from Omori Machinery UK Ltd, without Omori Machinery UK Ltd being liable for any costs, damages or fines whatsoever, if these delivery terms and/or times or performance periods cannot be met by Omori Machinery UK Ltd or any of its (sub-)suppliers or (sub-)contractors as a result of the COVID-19 crisis or a situation related thereto, such as (i) governmental intervention(s), either national, European or worldwide, (ii) personnel shortages, (iii) shortages of raw materials, components or any other tools, (iv) shortage of transport or (border) restrictions regarding transportation or (v) impossibilities for personnel to travel (safely) to the project site or to have personnel (safely) performing works at the project site. All this for as long as reasonably necessary, taking into account all contractual obligations of Omori Machinery UK Ltd, including those towards third parties. Omori Machinery UK Ltd will inform the Customer regarding relevant developments thereto in a timely manner and on a regular basis.
2. The suspension of delivery terms and/or times or performance periods, including any milestones, does not given the Customer the right to cancel (any part of) the works and/or the agreement.
With the contact form you can ask us questions, submit a complaint and request additional information about our products and services. We collect your name and e-mail address. It is also possible that you enter personal data yourself in the message you send us. We collect this personal data on the basis of our legitimate interest. Without this information, we cannot (properly) answer your question. You can also enter other information (without obligation): your company name and information about the products and / or services that interest you. We process this data on the basis of your consent.
3. Omori Machinery UK Ltd is entitled to payment regarding part(s) of the work(s) that have been completed.
The Information Request Form allows you to request additional information about our products and services. We collect your name, company name, e-mail address and telephone number. It is also possible that you enter personal data yourself in the message you send us. We collect this personal data on the basis of our legitimate interest. Without this information, we cannot (properly) answer your question. You can also enter other information (without obligation): your company name and information about the products and / or services that interest you. We process this data on the basis of your consent.
DISPUTES
All disputes arising out of or in connection with this contract shall be governed by English Law.
WAIVER
Waiver by the Company of any breach of these general terms and conditions or any granting of time or indulgence by the Company to the Buyer shall in no way affect the rights of the Company hereunder.
SEPARABILITY
Where an order for successive deliveries of goods is accepted by the Company each delivery shall be treated as a separate contract and disputes arising out of or in connection with one delivery shall not affect the balance of deliveries to be made in execution of the order.
SUSPENSION OR CANCELLATION OF DELIVERIES
If the Buyer shall fail to pay to the Company on the due date any sum payable under this Contract with the Company or shall have a receiving order made against him or become bankrupt or enter into any agreement or composition with his creditors or being an incorporated company shall have an administrator or a receiver appointed or pass a Resolution to winding-up or have an order of a court made against it any such effect or if the buyer shall commit a breach of any obligation under this contract the Company may without prejudice to its other rights either suspend or cancel further deliveries under this contract.
FORCE MAJEURE
Deliveries may be totally or partially suspended by the Company during any period in which the Company may be prevented or hindered from manufacturing, supplying or delivering the goods as a result of acts of God, fire, accidents, war, strikes, lock-outs or other contingencies beyond the Company’s control whether of the same nature as the aforegoing or not. Any goods the delivery of which has been so totally or partially suspended shall be accepted by the Buyer at the rate of delivery specified in the order but commencing as soon as the Company is no longer prevented or hindered from manufacturing, supplying and delivering goods.
TENDER OF DELIVERIES
If the buyer shall fail to require delivery of goods when delivery falls due, the Company shall be considered to have tendered and the Buyer to have refused to accept such delivery.
RETURNS AND REJECTION
In any case where the Buyer shall allege that goods delivered under this contract with the Company are defective (otherwise than by loss or damage in transit) the Buyer shall notify the Company in writing of such allegation within seven days of the delivery of the goods complained of and before they are used, and if the company having been so notified shall be satisfied that the said goods are defective the Company will immediately as soon as practicable take all reasonable steps free of charge to the Buyer to remedy any defect where possible, or at the sole option of the Company to replace any defective component.
1 Restocking Fees
1.1 Where the goods are off-the-shelf spare or replacement parts supplied by the Company to the buyer, that the buyer decides are no longer required for any reason or were ordered in error, the buyer may return those goods to the Company, provided that the buyer:
1.1.1 gives notice of the buyer’s intention to return the goods to the company within 7 working days of delivery of the goods under clause 10 of this contract; and
1.1.2 return those goods to the company, at its own cost and risk, in its original packaging within 14 working days of delivery of the goods.
1.2 Where the buyer returns goods under clause 1.1, the Company:
1.2.1 shall, within 30 days of the date the goods are returned to the Company, refund or credit the price paid or invoiced for those goods returned to the Company; and
1.2.2 may deduct from the sums payable by the Company under clause 1.2.1 a restocking fee of fifteen per cent (15%) of the price of the returned goods.
1.3 In no circumstances will clause 1.1 apply to goods that the Company orders to meet an order placed by the buyer or to goods supplied to the buyer as bespoke goods.
DESCRIPTION
All illustrations, drawings, catalogues and descriptive matter are of a generally informative nature only and do not form part of any contract between the Company and the Buyer. The Company reserves the right to make, without notice, such minor modifications in specification, design material or finish as it may deem necessary or desirable or as circumstances may require. The Company shall not be liable to the Buyer for any minor modifications, design or material as may be effected by the suppliers of the goods or any of them. Any technical drawings and specifications supplied or to be supplied remain the Company’s property. They are returnable to the Company upon request and must not be disclosed to any other person without the Company’s previous written consent. Where goods are supplied to the Buyer’s specification, design or description, the Company shall not be responsible for any infringement, alleged infringement, unauthorised use or alleged unauthorised use of any patent, trade mark, copyright, design or other industrial proprietary right. It is the duty of the Buyer to satisfy himself prior to the receipt of the documents of ‘Title’ as to the condition of the machinery and its suitability for the purpose for which the Buyer requires it.
PASSING OF PROPERTY AND RISK
(a) The Goods shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the intending Buyer shall have paid to the Company the agreed price.
(b) The risk in the goods shall remain in the Company until delivery to the Buyer whereupon it will pass to the Buyer who shall immediately become responsible for insuring the goods for the full contract price against loss or damage howsoever caused.
(c) The Company may be for the purpose of recovery of goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may re-possess the same. The Company’s rights hereunder shall operate after payment has become due.
(d) Until such a time as the Buyer becomes the owner of the goods, he will store them on his premises separately from his own goods or those of any other person and in the manner which makes them readily identifiable as the goods of the Company.
DELIVERY
Delivery of the goods shall have deemed to have taken place:-
(a) Where the goods are carried in a vehicle owned by the Company or in a vehicle owned by a carrier employed by the Company, when the vehicle is stationary as near to the point of delivery as it can reasonably get and the delivery note is tendered to the consignee.
(b) Where the goods are carried in a vehicle sent or provided by or on behalf of the Buyer when the delivery note is tendered to the driver of the vehicle at the Company’s premises.
(c) Where the goods are carried by a carrier other than in a vehicle owned by a carrier employed by the Company, when the delivery note is tendered to the driver of the vehicle at the Company’s premises.
(d) Where the goods are carried by rail in accordance with the British Railways Board’s Standard Terms and Conditions.
NOTIFICATION OF LOSS, DAMAGE OR NON-DELIVERY
Notification of loss of, damage to or non-delivery of the goods shall be made to Company by the Buyer as follows:-
(a) Where the goods are carried by rail, full particulars of damage to or shortage of the goods shall be entered in the British Railways Board’s books when the Buyer signs for the goods and notice shall also be given in writing in accordance with their existing regulations at the time of delivery to the British Railways Board immediately the goods are unloaded. Full particulars of such damage or shortage shall be given in writing to the Company within three days of the date of delivery of the goods or such part of them as is delivered.
(b) Where the goods are carried by road vehicles any damage to or shortage of goods shall be brought to the notice of the driver of the vehicle and to his employer in writing, and full particulars of such loss or damage shall be noted on the receipt for delivery. Full particulars shall also be notified in writing to the Company immediately.
(c) In case of non-delivery of a whole consignment of goods the Buyer shall notify the Company in writing of non-delivery within the following time limits:-
(1) Where the goods are despatched by road transport in Great Britain or by any means of transport in Northern Ireland or the Republic of Ireland, within fourteen days of the date of despatch.
(2) Where the goods are despatched by rail or water in Great Britain within twenty-eight days of the date of despatch. In any case where the goods are delivered to the site by the Company, the Company shall not be responsible for loss or damage occurring before delivery unless good hard roads are available on the site.
INSTALLATION, ERECTION AND SITE WORK
Unless otherwise stated the equipment is offered broken down as required for packing or shipment. Erection can usually be undertaken, if required, at extra cost and will be subject to a separate quotation. When the Company’s quotation includes erection, or work on site, the Company will provide all necessary skilled labour, but when the Company’s quotation is limited to supervision of work on site, the Company will provide competent supervisors only. In either case the Buyer shall provide at the Buyer’s expense and so as to enable the work to be expeditiously and continuously carried out all other labour, suitable access to and possession of the site, proper foundations ready to receive the plant as and when delivered, adequate lifting facilities, tools, scaffolding, masons’, joiners’, and builders’ work, suitable protection for the plant from time of delivery and all necessary facilities and adequate assistance including any lighting, power, and heating necessary on the site during erection or other work. Installation, erection and site work will be charged at the rates ruling at the date the work is carried out; any increase in the costs from the date of the quotation will be for the Buyer’s account. In addition should the Company incur extra cost owing to the suspension of the work by interruptions, delays, overtime, unusual hours, mistakes or work for which the Company is not responsible, such extra cost including the cost incurred in keeping any of the Company’s workmen on site shall be for the Buyer’s account.
TERMS OF PAYMENT
Subject to any other due date of payment specified in our quotation accounts are due and become payable 30 days after the date of the invoice.
PRICE VARIATION
The Company shall be entitled to charge interest at the rate of 2% per month from the date payment is due until the actual date of payment.
(a) Goods are invoiced and deemed to be sold at the prices ruling at the date of despatch.
(b) Where the goods are imported prices have been calculated using a fixed rate of exchange, which is indicated in the quotation, and where specified in the quotation include freight and insurance costs, landing and delivery charges, import duties, taxes etc. Any variation in these costs and rates between the date of the quotation and the date payment is due are for the Buyer’s account.
(c) The Buyer has the option of fixing the foreign currency costs included in this quotation by instructing the Company to enter into a forward currency contract on the Buyer’s behalf. The Company will be pleased to supply the Buyer with further details upon request.
(d) Prices quoted do not include Value Added Tax.
EXCLUSION OF CONSEQUENTIAL, DIRECT AND NATURAL LOSS
The Company and its servants or agents (on whose behalf the Company hereby contracts) shall not be liable to the Buyer for any loss, injury, damage or claim consequential, natural, direct or indirect or of any kind whatsoever arising out of or in connection with the execution of this contract or arising out of or in connection with the use of goods supplied by the Company whether or not such loss, injury, damage or claim be occasioned by the negligence of the Company or of any person for whom the company may be responsible.
INDEMNITY
The Buyer agrees to indemnify and hold the Company, its servants and agents harmless against and from any and all claims, actions, judgement or damages whatsoever in respect of damage to property, loss including loss of production, personal injury (including death) to any person including any servant or agent of the Buyer or the Company howsoever caused whether directly or indirectly from the installation, maintenance, use or operation of the goods and including without limitation any claim, action, judgement or damages against the Company, its officers, servants or agents arising out of the negligence of the Company, its Officers or servants or agents together with legal fees and disbursements incurred in connection therewith on behalf of the Company.
PROVISION OF SAMPLE GOODS
In no circumstances will the Company sell its goods by sample and the supply of sample goods to Buyers or prospective Buyers is not intended to provide them with contractual specification of the goods or to constitute a sale or offer of sale by sample.
ORAL VARIATION
No employee of the Company is authorised to vary these conditions orally and all oral variation shall be null and void.
HEALTH AND SAFETY AT WORK
The Company will use its best endeavours to supply any additional equipment or articles for use with the goods supplied and whether for safety or otherwise at the Buyer’s expense and the Company reserves the right to adjust prices to take into account local conditions and requirements specified by any Government Department or Inspectorate.
